> There are about four elements to a contractual relationship: offer, acceptance, consideration, and the intent to establish a legal relationship. You need to h

> There are about four elements to a contractual relationship: offer, acceptance, consideration, and the intent to establish a legal relationship. You need to have all four. This is close, but the part about intent is not quite the way courts approach such questions under Anglo-American contract law. The issue of intent is subsumed in the issues of offer and acceptance. Importantly, intent is addressed from an objective perspective; the parties' subjective intentions generally don't matter. Generally speaking, if a person takes an action that, viewed objectively, looks like an offer or an acceptance, then the person's subjective intention is not relevant. [1] An edge case is where one or both parties expressly state that they don't intend to be legally bound (for example, in a letter of intent). [2] That would normally be analyzed as, there was no offer, and/or no acceptance, because a reasonable person would not regard the parties as having assented to being bound. Which brings us to: > "We want to do it." has offer and consideration but the acceptance and intent to create a contract are ambiguous. It's entirely possible for one side of the negotiation to think "Sweet, it's on" and the other side to think "For God's sake, that was a pleasantry!" The issue here would be simply whether, viewed objectively, there was an acceptance. My guess is that most lawyers and judges would say no -- that We want to do it was not an acceptance, but was a non-binding "invitation to treat" [3]. [1] http://en.wikipedia.org/wiki/Offer_and_acceptance#Offer http://en.wikipedia.org/wiki/Offer_and_acceptance#Offer [2] http://en.wikipedia.org/wiki/Contract#Intention_to_be_legally_bound http://en.wikipedia.org/wiki/Contract#Intention_to_be_legall... [3] http://en.wikipedia.org/wiki/Offer_and_acceptance#Invitations_to_treat http://en.wikipedia.org/wiki/Offer_and_acceptance#Invitation...